Keep Calm and Flutter On 2: Chrysalis
by ReiningFire
Summary: Fluttershy begins to feel weak and heads home, and runs into none other than Queen Chrysalis on her way home. Chrysalis makes a deal with Fluttershy. If Fluttershy can help Chrysalis believe in friendship and use it against her enemy, her husband, she won't go anywhere near Canterlot again. Problem is, Fluttershy doesn't know if she can tell her friends who she's harboring.
1. Chapter 1

*This is going to be a normal, no OC story that will be like an episode, but multi-chaptered. Enjoy

It was a bright day in Ponyville. As usual, the day had no flaws, the sky was magnificent. The bright blue sky shone with the light of the sun. Not a cloud was in sight, and flowers bloomed in response to the full sunlight. Meanwhile Fluttershy was frolicking in the flower beds, examining each flower as they bloomed. The smile on her face was wide. She even blushed heavily. A single drop of sweat dripped from her forehead and she wiped it off.

"Wow, it's hot," Fluttershy said with a sigh. "I should get going. I feel as though my energy is being drained from me, like Chrysalis drained Shining Armor," Fluttershy gasped in horror and looked around. She giggled nervously and put her attention back on the path home. "Impossible. Chrysalis was defeated and sent a long ways back to where she came. I guess the heat's just getting to me," She giggled again.

On the way home, Fluttershy found she caught her wing between branches, and started to tug on it.

"Darn thing…come out," Fluttershy said softly. When she tugged hard enough, she rolled into the bushes and hit a leg. "Oh, I'm so sorry, I-"

"Help…me," The black and blue changing queen stood above her, and looked at Fluttershy with almost lifeless eyes. Fluttershy quickly got up, and whimpered nervously. "Fluttershy, please…" The tired, old-looking queen looked drained. It was as if her own powers and life had been drained from her. But how? Nopony had the power to drain magic and love except Chrysalis and changelings. She was the leader of the only kind who could.

"W-what do you want with me?" Fluttershy asked nervously as she backed into a tree. She looked quickly back and whimpered again. Chrysalis stopped her movement, and fell one knee to the muddy dirt. Magic aura surrounded the queen, and quickly faded with a flash.

"My own army…my own kind. They have betrayed me. My husband…I thought he could be an easy target for love, but he got to me before…I…got to him," Chrysalis coughed harshly and continued her story. "I heard you made Discord…believe in the power of friendship," She coughed again. "Teach me that…so that I may rule my kingdom once again,"

"W-why should I trust you?"

"We are all ponies, just in different forms. Please Fluttershy, element of Kindness…help me…" Chrysalis fell to two of her knees, and continued coughing. Fluttershy gingerly thought about the situation and looked with woe upon Queen Chrysalis. If she harbored the Queen of changelings on her own without Celestia's permission, she would be in a lot of trouble. But she couldn't just leave Chrysalis alone…could she? Fluttershy sighed, and gave her hoof to Chrysalis, who gave a shaky smile.

"Thank you…Fluttershy," When Chrysalis motioned her hoof, Fluttershy swept her hoof away. Chrysalis looked at Fluttershy confused. "Why?"

"I…I want to know why I felt drained back there. I want to be sure it's not you,"

"Me? I really look like I can absorb energy now? I…I can't believe you,"

"I can't believe you unless I have proof,"

"Your life isn't being drained now. And that's a good thing. My husband, whom I'll talk more about later, cast a spell that lingers in the air, and contaminates the water. Every single pony that breathes in that air, or drinks that water, will not only be drained of their energy, but serve as his puppets. And it's spreading faster than I'd ever hoped for. Please, Fluttershy…help me,"

Fluttershy gave it some thought. The story was really convincing, but she was trying not to be a pushover anymore. And what Chrysalis said was logical. It made sense, so it had to be real. If it wasn't, everything would be over-exaggerated. But her eyes…that's what caught Fluttershy's attention first. Her eyes told of woe and despair. Fluttershy gulped and picked Chrysalis up. She picked up Chrysalis so that she leaned on her side, and both could walk on the other.

"Are you okay?" Fluttershy asked politely. Chrysalis giggled weakly.

"I guess you could say that. Now that I'm here, I just wanted to say I'm sorry for everything I've done. I know my intentions in the past were bad, but…I promise to stay away from your precious kingdom,"

Fluttershy noticed sarcasm in the changeling queen's voice, and immediately stopped, still in the midst of the trees. Nearby squirrels fled into nearby trees, and Fluttershy looked to Chrysalis.

"That tone…"

"I'm sorry, I've gotten used to it. I apologize,"

"Okay!" Fluttershy said with a smile. She would do the same thing she did with Discord. If Chrysalis was pretending to be in this state, or even being sorry, Fluttershy knew something was up. She wasn't a gullible fool anymore.

By the time the two got to Fluttershy's cottage, Fluttershy was sweating and panting. When she looked at Chrysalis, the world seemed to spin, and she noticed it was night out. She also noticed Chrysalis had whited out, and had gotten a lot heavier. But there was something peculiar about Chrysalis, and Fluttershy didn't notice it until she reached the red front door of her house.

Fluttershy shook her head, and her vision slowly returned to normal. When it did, she saw white spots along Chrysalis' horn.

"Y-you poor mare," Fluttershy said compassionately. "I have to get you to a bed immediately," Fluttershy opened the door and pushed Chrysalis in. Fluttershy took a deep breath in when she saw the stairs, and looked back at Chrysalis' limp, knocked out body.

"Oh, Celestia, that was hard work!" Fluttershy exclaimed when she brought Chrysalis to the top of the stairs. Her breathing had gotten a lot heavier, and she began to see two, no four, again. Fluttershy patiently waited for her vision to return and continued her hospitality for her newest guest. And as a guest, Chrysalis was brought to the guest room, which looked better than Fluttershy's own room. Thanks to Rarity, the room was made 'fabulous' to its every last detail. The pink curtains went wonderfully with the bright yellow paint and ruby-colored bed.

The curtains were made from the finest silk that let just enough sunshine in to soothe the room's mood. But at this time, there was no sun, so the decorative lamp on the side of the bed had to do. It was jeweled, like everything Rarity wanted things to be, but without a lot of jewels. It was bejeweled with just the right amount of emerald, ruby and sapphire.

Fluttershy laid Chrysalis on the bed, and her stomach grumbled. She gasped. "The animals!" She exclaimed quietly. "I forgot to feed the animals!"

Fluttershy galloped quickly to the kitchen, but there were no animals demanding their food. In fact, all of them had been fed, and some were sleeping soundly near their plates of food.

"B-but I don't understand. I never left food out. Or did I? Wait…I can't remember anything from this morning, that's strange. It must be because I'm really tired," Fluttershy yawned and smiled. She went to each small critter and pet them softly. "Good night, little friends. Mommy will be with you in the morning,"

At that, Fluttershy rubbed her wing, and groaned from the slight pain. Tugging on the wing didn't help at all. It fractured a part of her wing bone, and she sighed when she fell into her bed.

_What a day. _Fluttershy thought to herself.


	2. Chapter 2

Fluttershy was woken up by a small blue jay that landed on her forehead. Fluttershy smiled.

"Oh, good morning mister blue jay. Did you wake me up to feed you?" Fluttershy asked sweetly. The bird nodded his head and chirped quickly, flapping his blue wings happily. "Okay then. I'll make sure all of you eat. Thanks for delivering the message. For that you're going to get the special treat," The bird left the room with a sweet chirping melody.

Fluttershy happily sighed when she looked out the window. The sky was clear for another day, and she could see her flowers blooming from the sunlight. Fluttershy ascended from her bed and went to her door. Fluttershy heard glass shatter and she quickly made her way to the sound. Shivering she put her hoof to the door.

"I don't remember anypony being in the guest room yesterday…" Fluttershy tried to recollect her memories, but failed. In fact, she couldn't remember anything from the past week. "I…I can't remember anything! What's wrong with me?" She said as she pushed the door open. "C-Chrysalis?" Fluttershy gasped.

The changeling queen had stumbled to the floor and had knocked the bejeweled glass lamp to the floor. It was shattered into small shards that shone in response to the light coming in.

"Fluttershy…would you be as kind as to make me something to eat? Soup would be nice,"

"Why are you here? I don't even remember taking you in,"

"Good,"

"Why good?"

"Well…good for my part, but not for you. Your life isn't being drained, but your memories are. I'm not sure your _pony _friends will have the same problem," Chrysalis said sarcastically. A smirk was on her face, but Fluttershy's was horrified. "What? Oh that reminds me, can you help me up? I'm a bit stuck here,"

"Not until you tell me what's going on," Fluttershy demanded. Chrysalis sighed.

"There won't be a point in telling you if you forget,"

"You're just tricking me while you drain my energy,"

"Why would I do that, when I'm draining the energy out of your animals? I feel a lot better now that my life energy has been recovered,"

Fluttershy gasped, and flew quickly downstairs. The bird was gone, but all of her animals were crawling on the floor. Each of them looked starved, some had their stomachs curved in. Fluttershy let out the small whimper she usually did, and looked around.

"What?" Chrysalis asked as she proceeded down the steps. Fluttershy bit her lip so hard that it almost bled, and went up to Chrysalis' face.

"No draining energy from cute little animals again!"

"So I can drain it from bears?"

"No!"

"Um…"

"No animals! Find another way to drain energy, because I am not your fuel supplier! I do not know what deal I made yesterday, but I know it did not include you using my animals for your life energy's sake!" Fluttershy assertively said. Chrysalis scoffed.

"Whatever. But we did agree to you teaching me about friendship. I know Discord is a bit different from me, but-"

"Discord is sarcastic and fun, but he took things a little too far. But you took Celestia on horn to horn and almost _killed _all of us!" Fluttershy shouted, a bit nervously. Chrysalis smirked and thought about what she had did. It was fun for a short time, but she had to change if it meant getting back the changeling kingdom. After all, _change was in changeling. _And she was the changeling queen.

"I swear I'll change on Celestia's behalf,"

"No swearing! You have to promise, and not on Celestia's behalf!"

"Okay, okay. I promise that I'll change. Sheesh. So when do we get started?"

"Feed my animals the proper food. That shouldn't be hard. You know your pictures and animals, right?"

"S-somewhat,"

"Good. Critters, we have a new friend in the house, so she's going to help me feed all of you," Fluttershy said gingerly. Fluttershy smiled at Chrysalis. "Sorry about getting upset with you. I just really don't like it when ponies mess with my animals,"

"That's o-okay," Chrysalis couldn't believe that Fluttershy was so apologetic and accepted apologies so easily. This was either going to be an easy target, or harsh loss. Chrysalis still craved to rule Equestria, and once she learned the secrets of friendship, she could use it and her powers to destroy her husband and the Equestria sisters. Luna and Celestia would fall to her horn and hooves. This scheme would be cowardly, but it would do the job perfectly. She just didn't hope that this friendship didn't make her a good pony. She needed the evil to have the guts to take over Equestria.

A knock sounded at the door, and Fluttershy gasped. She flew quickly to Chrysalis and covered her mouth.

"You are to go upstairs and hide in my closet,"

"You want me to hide from your friends? Can't you explain to them that-"

"No! If they find out I'm harboring you, I'll be sent to Canterlot prison, even though the royal guard isn't here. But if that doesn't happen, then they won't trust me anymore, oh, I don't even know what will happen," Fluttershy blushed a dark pink. She then looked into Chrysalis' green eyes.

"Fluttershy…"

"You're my friend, and I need to protect you,"

Chrysalis gasped when she said that. "We're…friends?"

"Of course. Just because we had a little misfit, and I even don't remember what happened last night, I can still trust you when you say I made an agreement. So hurry,"

"Fluttershy, you there?" Twilight Sparkle's voice shouted. Chrysalis nodded to Fluttershy and flew upstairs quickly. When the changeling queen reached the yellow pegasus' room, she went into the closet as told. She took in a deep breath.

_I'm a friend to somepony. But I can't get soft. But if I get soft, then I won't change. If I don't change then Sombra would have won. I need to find a way to be kind, harbor the power of friendship, and keep my intentions of ruling Equestria all at the same time. But then again, Fluttershy is a bit gullible. Even if her friends find out about me, which is going to be rather amusing, I could just play innocent…while becoming innocent all the while. Curse Sombra. I help him and plot…and he wanted all of it. I thought he was in love with me for saving him…I was wrong. I could have used what he had to become so strong that together both of us could have ruled Equestria. But teaching him those draining spells was a stupid move. But was I in love with him? Impossible. I despise that word…love. I drain it from other ponies and that's the way it should stay. But I let myself grow weak after I saved Sombra. I was willing to do whatever he asked, and I was desperate for power. After losing to Cadence and my once-to-be husband Shining Armor, I grew overly desperate for the greatest power. And I fell right into the hooves of a colt that grew even stronger than me. I guess I really did need an even greater power. A power I never understood before. And that was the power of friendship. _

When Chrysalis flew upstairs, a flash went across Fluttershy's mind and quickly made her blind. The world around her spun, and she made her way to the door. When she did, she opened the door and collapsed to the floor.

"Fluttershy, are you okay? Fluttershy!"


	3. Chapter 3

"Fluttershy? Wake up, Fluttershy," Twilight's voice echoed in Fluttershy's head as the yellow pegasus slowly drifted back into the world. She blinked some times before stretching. Twilight was standing right over Fluttershy, her wings spread slightly. A single feather from them dropped on Fluttershy's nose and she got ready to sneeze.

"Ah, ah, ah-choo…" Fluttershy sneezed. Twilight rolled her eyes and Fluttershy smiled nervously. The weird cute squeaky noise from before sounded when she smiled nervously.

"Okay, what's wrong with you, Fluttershy? You just passed out," Twilight asked. Concern was the immediate tone of the alicorn's voice.

"Actually, I was about to ask why you're here. You should be at Canterlot, right?"

"Celestia sent me here on break. I'm going to receive a letter stating when I am to head back. But enough about me. I want to know what's wrong with you,"

"Well, you see, I…"

_You are not going to tell her about Chrysalis, Fluttershy. I guess I could tell her I have a cold. But then if I do that, she'll want to stay with me and Chrysalis will be exposed. Twilight would get rid of her. I have to think of something._

"I'm just a bit tired from last night. I had a lot of critters who came in starved from outside, so I had to tend and care for them all night long. I passed out, because I was a tired, plus I didn't have much to eat,"

"If you say so, I believe you, Fluttershy. I'll be in my library if you need any help,"

"Thank you, Twilight. And, um, I'll be here, if, um, you need anything. Bye!" Fluttershy said softly.

"What was that?" Twilight shouted from where she was. Fluttershy waved goodbye, still ascended, and shut the door quickly. She locked it up and put her back to it.

Twilight gasped when the door slammed shut, and she rolled her eyes. "I've only been gone a few days. Wonder how she's changed so quickly. But then again, she is rather reclusive about her business. I wonder what she's hiding," Twilight said with a smile. She giggled. "It's probably nothing. Like Rarity, she has her small worries, but for her animals. Now for the last friend to visit…Pinkie Pie. I wonder if she'll throw a welcoming party for me. Knowing her, I know I'm not psychic for saying that," Twilight said as she ascended into the air. "Now to get this flight thing down," Twilight said before she did a barrel roll into a tree accidentally.

Fluttershy fed the animals who patiently waited in living room, and then ate herself. Hearing hoofsteps from upstairs, Fluttershy slowly ate the last bite of her oats and flew upstairs.

"Everything is okay, Chrysalis, you can come out now,"

"It's about time!" The queen of changelings stumbled out of the closet and fell on top of Fluttershy.

"Sorry for being in your way," Fluttershy said softly. Chrysalis looked at Fluttershy strangely.

"You don't need to be sorry. I stumbled into you,"

"Looks like you're getting a little kinder," Fluttershy smiled. Chrysalis blushed, and began to stutter.

"T-that's not true! I was just…oh, never mind,"

"It's okay if you want to admit you're wrong. Everyone makes mistakes. Even the cutest animal has been wrong before," Fluttershy continue to smile at Chrysalis, who started to feel a warm feeling in her heart. No…this was what she felt when she began to live with Sombra in care.

_I'm starting to feel it again. This love that everypony kept talking about before is powerful. It got to me not once, but twice. And I'm feeling it in my heart for this kind pegasi, who showed me compassion. She took me in and she helped me get better. Well, me getting better was all me. If I do say so myself. I am my only remedy, ha, ha. But enough of my cocky, proud self. I need to control my pride and this feeling of love. But as this feeling of love consumes my still-cold heart, I see Fluttershy more as a friend. Oh, what am I thinking? Trying to take over Equestria again just to be defeated…it's a lost cause. _

Chrysalis began to smile, and she blushed heavily.

"Fluttershy…I'm going to cast a spell on you that will improve your memory-holding, but only the memories you have with me. I'm afraid I don't know any high level spells, except to change, drain and tame my army,"

"Oh, thank you," Fluttershy said with a smile. "You're a true friend,"

Chrysalis gasped, and the magic left her horn quicker than it usually would. It hit Fluttershy, and she remembered everything with Chrysalis that happened last night.

"That wasn't supposed to happen so quickly," Chrysalis said as she looked at her holed-hooves, and then up to her ragged horn.

_This power…it's so strong. It has taken over me somewhat. Slowly is it creeping, but it doesn't scare me. It's a kind power, but my cold-self fears it. _

"It's the power of friendship. You've grown so much stronger with it," Fluttershy said with a smile. Fluttershy paced back and forth, thinking about what she could do with Chrysalis now. Yes, that was it!

"What are you so ecstatic about? You're never like that,"

"I am, but nopony ever pays attention to what I feel," Fluttershy softly said. "They just want me to be a pushover like I always will be," Fluttershy said with a frown.

_If I've been doing this right, Chrysalis will have some compassion in her heart to cheer me up. _

Chrysalis tried to think of something to say as she looked at her sad friend. She couldn't believe she had a friend. It made her feel great. But it ruined all of her plans. But that didn't mean the plans to kill…get rid of Sombra, were gone.

"You're not a pushover, little pony, I mean, friend,"

"Thank you so much!" Fluttershy flew into Chrysalis and gave her a big hug. Chrysalis blushed.

"What is this warm embrace?" Chrysalis asked. Fluttershy nudged her head into the changeling queen's warm body.

"It's a hug. It's what a friend gives when they're feeling down, or just want to show how much they care for and love them. I love you, Chrysalis, and-"

"Enough!" Chrysalis shouted. She couldn't take the word anymore. She shivered and shook.

"What's wrong?" Fluttershy asked the shaking queen. Chrysalis nodded her head, and began to back away.

"It's…it's nothing, I…"

"Tell me. As your friend, you can tell me anything. I won't tell anypony,"

"You…you promise?"

"I promise," 


	4. Chapter 4

*The x's separate 2 parts. Enjoy

I was a small changeling filly when it happened. I was daughter of a mighty queen. Thus I had an expected future. You see, Fluttershy…the reason I used to despise love and use it to fuel my chaos was rather tragic. That mother of mine said she loved me. And what did she do? She banished me from the kingdom because I was scared. The changelings were fueled solely on love. But that was only so because we had love for each other to fuel it. I saw a different use for love after my banishment, and sought it out as I grew older.

"So you despised love because your mother went back on her word?"

Yes. After my banishment I was taken in by a changeling rebellion. They shared my views on love, and trained me in ways of hate and drain. As I grew stronger and learned more and more about my kind, I had a new goal in store. I would find a way to rule Equestria. A dream I dreamed since I was small…and I almost carried it out…if it wasn't for Cadence and my husband-to-be Shining Armor.

"So after they raised you…what happened?"

It's a bit…insane. Are you sure you're ready to hear the violence?

"Violence?"

All I'm going to say is that I smiled when my mother fell. And she exchanged it, as if she was proud. She said I accomplished her dream, that she loved me. It was obvious age had gotten to her. I know I'm repeating myself but she said she loved me…tears are just forming now that I'm thinking about it.

"You can cry. Here's a tissue if you need one,"

No! Keep that away from me. I'm fine without it. Love is so strong, but it corrupts the holder. My mother loved me, and she fell to my horn when I was only a young mare. I decided draining love was the proper thing to do, and made my army one of the most elite in Equestria. But we were only known to the Canterlot sisters Luna and Celestia. They didn't know my plan, and I kept it well-hidden. Then I kidnapped Cadence, drained her love for Shining Armor, blah, blah. You know the rest.

"You said something about an actual husband,"

Oh, right…_him. _King Sombra of the Crystal Kingdom. I was on my way back to the changeling kingdom when I heard a voice calling out to me. I felt it was weak, and decided it would be my next meal. Well, a meal to fuel myself that is. I may have the power to drain love and change into that pony, but I can also drain energy. It's a very fun trick I learned growing up. And with it I drained enough power to back up the tenfold love energy I already absorbed back at the wedding.

"Oh, dear. What happened next?"

I apologize, po-, I mean, Fluttershy.

_I really do feel confused. I actually love this pony as a friend. Problem is, I feel an even deeper love inside. And it's so familiar. Yes…it was what Cadence had for Shining Armor. But I'm a mare. And Fluttershy is a mare. I think I drained a little too much energy from the animals last night. _

I followed the voice to a cold, dark cave. When I was a growing up, I had trained day after day in there. It had crazy gravity changes, and the chaos inside fueled your heart so, that if you weren't already evil, your very soul would be taken. Lucky my hate for my mother was so strong. I wouldn't have lasted a millisecond. When I got to the deepest part of the cave, the voice got deeper. It was close.

"I'm a bit scared, but continue,"

I saw King Sombra, twelfth husband of my mother lying on the floor, drained of his shadow power completely. Of course, I didn't know he was one of her old husbands until her weakly looked into my eyes and said, "You're here…to save me, dear?" Of course at the time, I realized I had become the splitting image of my mother. I looked at him and simply said, "Yes dear, I'm here," I thought it would make him an easy target to drain. But his eyes…were somber in color. I could feel his evil energy, and I could feel my heart become warm. It hurt, but it began to feel good.

"You said you helped him,"

I did. And when I finally reached my empty kingdom, I placed him upon my mother's bed. He called me by my mother's name, a name I despised, and asked if I would sleep with him. I said no, and he giggled as I left. He called me feisty, and I slammed the door shut. Nothing told me to kill or drain him. But in my head I wanted to strangle him! But, um, heh, heh. That's not of importance. I took him in. I took care of him. Day after day I fed him, and one day I bed him.

"What does that mean?"

Oh, right. You don't know, um, it means I, um…tucked him into bed at night. Yes.

"Oh, that's sweet,"

Yes, it was _very sweet. _I delicately took care of the stallion. I even married him all over again in name of my mother.

"What is your mother's name?"

Do I have to say it?

"Just get it off of your mind. The more you talk about something to a trusted friend, the less stress you'll have in the future,"

If you say so.

_Geez, I'm starting to dislike how persistent she is. But she says it in such a kind way. She's so accepting. _

Her name was Maleficent Sapphire. There! I said it. You happy now?

"You didn't have to be so sarcastic, but continue,"

After a month or so of plotting, King Sombra and I decided to partner up to take over Equestria. But after he found out I wasn't Maleficent, he used everything I taught him against me. I felt betrayed. I felt blind. I felt stupid. I felt broken to my heart. I was banished from my own kingdom again. I'm still a queen, and I intend to keep things that way.

"That's the spirit,"

But I still want to take over Equestria now.

_Curses! I let out my secret!_

"You don't have to take over Equestria. What my understanding of you is that you're broken deep inside of your heart. You've been told _I love you _by ponies who you claim never really loved you. Sure Sombra is that one jerk, but this is a lesson. You were supposed to forgive your mother. What I learned from your story is that your mother banished you so that you would become stronger,"

But-

"No buts! Let me finish, Chrysalis. I'll speak a little kinder now. You became stronger and fulfilled your mother's wishes. Sure the love she had for you led to her own demise, but she left the world knowing you were stronger. And it's because you're stronger that you survived Sombra's drain,"

He did try to kill me. And I escaped with inches of my life.

"Exactly. You're a strong queen. And I don't think you should let anypony tell you different,"

But I'm evil. That's what Equestria knows me as. Especially Canterlot. I didn't have a care in the world before. I used my magic to create a bit of corruption and ruined a wedding.

"Well even the crooked ponies can change. And you are the changeling queen, right?"

I am.

"Are you strong?"

I am!

"Are you ready for more friendship lessons?"

I AM!

"Then let's get down to business,"

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

"I know. It's like she's hiding something,"

"Whatever. You ready to fly now, Twi?"

Rainbow Dash had Twilight ready on a cloud, smirking with confidence. The ground zoomed in and out in Twilight's eyes, and she stumbled back on her rump.

"Can we please talk about Fluttershy?"

"Listen, it's okay. We all hide our secrets. After all, you did hide what happened back in that alternate world," Rainbow teased. Twilight felt blood rush to her cheeks. She remembered everything. From her best friends to the dance with Flash Sentry. But, he was in this world as well. Twilight shook her head. She was worried about Fluttershy. Fluttershy may usually keep things to herself, but this was different.

"I don't think I can learn to fly worrying about Fluttershy,"

"What was that? I couldn't hear you over your….SCREAMS!"

"Rainbow, what are you, AHHHH!" Twilight screamed when Rainbow pushed her off the cloud. Rainbow giggled hard and snorted.

"Priceless, ha, ha!"

"YOU KNOW YOU COULD HELP ME HERE?!"

"Just spread your wings and let the wind carry you. Spreading your wings are better than flapping them!" Rainbow yelled, flying closer to Twilight if she did chicken out of spreading her lavender-colored wings. Twilight gulped, and did as told. She quickly spread her wings, and the wind pushed on her. It caused her to do a barrel roll like before. She began to get out of control, and hit Rainbow Dash. Both fell into a tree, Twilight seeing stars as the world spun around her. Rainbow Dash got up and brushed herself off.

"I'm…going…b-back to Fluttershy's," Twilight said dizzily.

"Didn't you say before that you visited all of your friends except Pinkie Pie?"

"How are you…not…dizzy?"

"I'm the fastest in Equestria. Flight isn't new to me at all. Not by a long shot. I'm just that awesome," Rainbow chuckled. Twilight rolled her eyes and giggled, still a bit dizzy. Twilight stood in one place to let everything come back to her. She shook her head and looked at Rainbow.

"You're right. I just hope Fluttershy's okay,"


	5. Chapter 5

"Pinkie Pie, I'm telling you. Something's wrong with Fluttershy!"

"What was that?" The pink pony known as Pinkie Pie was setting up the rest of her party cannons, and tested each out at the same time. The roof of Sugarcube Corner blew open with confetti, and Twilight stood in shock. The sound made a lingering ring in her ear, and she couldn't get it out.

"I said that Fluttershy is keeping something from me. I'm her friend, and she just put me out of her house like she didn't know me. Sure she was sweet with it, but it wasn't like her. She'd actually be as kind as to let me in, have a drink and something to eat, and say her goodbyes,"

"And you came to me because you didn't see me, but you wanted to go back to Fluttershy, but you felt slightly guilty about not seeing me, so you came to see me if I knew anything?" Pinkie was panting with a wide smile, and Twilight gaped at her, yet again, in shock.

"H-how did you-"

"It was a guess!"

"Right…so what _is_ wrong with Fluttershy?"

"Beats me. Haven't seen her since yesterday morning. You want a cupcake? It's a welcome back present and for being the most awesomest friend!"

"Awesomest isn't a word, Pinkie Pie," Twilight said with giggle. "So where did Fluttershy go off to yesterday? Did she say?"

"She went to the gardens to frolic with her animals and tend the flowers,"

"Thank you, Pinkie Pie,"

"Wait one more thing!"

"Wha-" Pinkie stuffed a velvet cupcake into Twilight's mouth, and smiled gleefully.

"Can I investigate with you?"

"S-sure!" Twilight said, mouth full. She swallowed with a smile. "Wow that was good. To the gardens!"

Xxxxxxxxxxxxxxxxxxxxxxxxxxxxx

"Okay, Chrysalis. This is my last pie, and I would love to share it with you," Fluttershy happily said. The changeling queen blushed, and pushed it to Fluttershy.

"I'm…I'm not hungry. You can have it," Her stomach grumbled, making her blush more. Fluttershy nudged it back, ad Chrysalis had no other choice. She gulped.

"Well, miss hungry? Are you going to eat it?"

"You make everything so sweet. Fine, I'll eat it. But only because you're so kind to have offered it," The queen of changelings took a bite using her magic. The levitated pie let out crumbs as Chrysalis chewed slowly. She swallowed, and Fluttershy looked on with an innocent smile.

"How was it?" Fluttershy asked gingerly. Chrysalis smiled. Chrysalis had smiled before, but never like this. But as quick as the smile came on, it went away.

"Thank you, Fluttershy. It's delicious,"

"Okay. Now I'm going to leave to get more food at the market place, so stay here and keep quiet. And if anypony knocks, Angel will tell them nopony is home. Is that understood, Angel Bunny?" The pegasus' pet bunny smiled and nodded, arms crossed. Fluttershy flew out the door slowly and Angel Bunny closed it.

"So little fur-ball, wanna play fetch?" Chrysalis laughed evilly. She used her magic to curl Angel into a ball, and whistled. Chrysalis looked around. "Huh. No dog. Well, this has been a waste of magic," She created a hoop and threw Angel into it several times.

"Oh, how I wish this was a sport. Maybe it could be called hoopball. No, that's stupid," Chrysalis said as she continued to bounce Angel. She gasped with a smile.

"That's it! Basketball! I guess everypony can play, that is, if they were good enough," Chrysalis released Angel, and walked up to him. The changeling queen pet Angel, who stepped back in fear.

"What? It was all in good fun, I meant no harm," Chrysalis said softly. "Don't you love your owner's new friend the way she loves me?" Angel Bunny gulped, sweat trickling from his forehead. He nodded, and rage erupted in her eyes and heart.

"Ponies will love me! And that includes you! I've let enough hate for love go to realize its good, and you are going to help me fuel myself! Now do you love me?"

Angel Bunny thought some things over. He was scared, but it if he nodded yes, she would probably accuse him of lying. If he was truthful and nodded no, that would also make things worse. He gulped and thought of a new strategy.

"I'm waiting for an answer. I want love, I need it!" Chrysalis was now shouting at the top of her lungs.

_What am I doing? I'm yelling at a bunny. But I need love to fuel myself. Fluttershy made me slightly stronger, but according to old changeling way, love inside and around is a must. So I must love myself before others love me. Problem is, I've had too troubling a past to love myself for. I made all the wrong mistakes._

"I'm…sorry, Angel Bunny," The queen apologized. Angel Bunny wiped the sweat off his forehead and smiled nervously. But he shrugged his shoulders at the queen, who had tears ready at her eyes.

"Why shrug? I'm a horrible pony with a horrible past. As much as I want to drain you and the other animals, I can't. I'd love a good energy snack to fuel my magic, but…" The queen softly sobbed. "I need to retake my kingdom. I need to learn a lot about love, I…I need to speak to Princess Mi Amore Cadenza and Shining Armor,"

Angel Bunny realized that this queen may have been evil in person. But in fact she was a softie who had been hurt throughout time. Angel Bunny walked up to Chrysalis and tapped her hoof, which the queen had hid behind when she curled up on the floor. Chrysalis sniffled.

"What?"

The bunny made a heart with his hands, and Chrysalis watched. "Love? What of it?" Angel Bunny thumped his leg and looked around. He pointed to Chrysalis made a heart and brought it to him.

"Love to me? I need to bring love to me? How? I was banished from a majority of Equestria,"

Angel gave a no worry sign and smiled. Chrysalis smiled back.

_So that's the secret. But I still need to know how to get it. Maybe if I bring the love, I'll know how to find it. _

_Xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx_

"This is where you said she went, right?" Twilight asked as she looked around the garden. Pinkie stood next to Twilight, and pulled out the two detective hats from the MMMystery on the train. Twilight grabbed the head detective hat, leaving Pinkie with the partner hat.

"Yes, this is where she went! Only am I the only one feeling a little dizzy? Or is it just me?" Pinkie said as she wiped sweat off her forehead. Twilight's vision became blurry.

"No, you aren't…I can't see a thing. Something's not right. Cover your eyes, Pinkie!" The pink pony did as told and ducked into the dirt. Twilight concentrated her magic, and it burst widely. Soon smoke arose in the area, and Twilight coughed slightly.

"This couldn't possibly be real! This is Sombra's smoke, right?"

"Right. I don't know how he came back, but this is serious. It's spreading past this area fast, from what I can see. But I don't know if we can…continue. We have to…make…our way to…Fluttershy's…" The world began to fade in Twilight's eyes, and black crystals formed at her horn. Pinkie, still feeling dizzy, grabbed Twilight, and continued to cough.

"Stupid broken horn meanie head! I'll make sure you'll pay for this!" Pinkie coughed and continued to walk, Twilight held in her arm.

It was night when they reached Fluttershy's house, and Twilight struggled for breath fast. The lavender alicorn continuously coughed until she caught her breath. Twilight looked side to side, but her vision was still blurry. She couldn't see a thing. All she saw was a pink blob. That must have been Pinkie Pie.

"P-Pinkie Pie! Wake up!" Twilight called. But Pinkie didn't answer. "Oh, no. I have to call for Fluttershy. Fluttershy, are you here! Help! FLUTTERSHY!" 


	6. Chapter 6

"Fluttershy! Oh my gosh, Pinkie Pie, wake up, please!" Twilight shook her friend, but got no reply. She tried charging up magic, but it didn't work. Her horn was still crystalized, blocking out all her magic. All she heard at the end was blank static. Chrysalis was still waiting for Fluttershy to arrive at the hut, but never came. Suddenly she heard a familiar voice, and she stuck her ears up to listen more carefully.

"Fluttershy!" Now the voice was sobbing uncontrollably.

"Her voice, Angel…seems familiar. Is that Twilight Sparkle? She sounds like she needs help. I'm going to go, since Fluttershy isn't here," Chrysalis said. She charged for the door, but was intercepted by Angel, who pointed upstairs.

"You're just a bunny. You can't help by yourself. You can go upstairs. I don't care what happens, it's Twilight who I need help from. No other unicorn is as knowledgeable as her. I'm sorry, but I have to risk it," With that, the changeling queen used her magic to open the door and sprint outside. Quickly looking around, she followed the sobs of Twilight.

"W-who's there?" Twilight said as she looked around. She could have sworn she heard hoofsteps. Soon she saw something black and blurry approach her. It was the height of an older pony, and had a blurry bluish green mane. She couldn't make out who it was. She rubbed her eyes and just stared.

"Please help us. My friend here has passed out, and she isn't responding to me. I don't know if I'm fine myself, I…"

"I know what's wrong with you," Chrysalis said, bringing Twilight to gape at her.

"C-Chrysalis? No, please, anypony but you! You are not going to drain me of my powers!" Twilight got up quickly, charged as much magic as she could into her horn, but that did not break the crystals at the tip.

"Twilight, Fluttershy took me in and is taking care of me. I'm learning the benefits of love and friendship,"

"Wait. She…let you into her house…on her own will?"

"Well, we made a deal, but I was weak at the time, But enough of that! I'll use my magic to get you two on the couches," Chrysalis did as she said and concentrated a lot of magic into levitating not one, but two ponies. She noticed Twilight had wings and wondered how she got them. She never received message of Twilight Sparkle becoming a princess.

"Come on, just a few more hoofs to go," Chrysalis muttered to herself. Twilight still couldn't believe that the changeling queen was helping her. This was Chrysalis. She didn't just help ponies for no reason. But…Fluttershy was good at reforming. After all, her work with Discord was nearly flawless.

"Okay, we're here," Chrysalis said as she placed Twilight on one long couch, Pinkie on another. Chrysalis charged up the magic in her horn and shot it at Twilight's horn. The crystals were removed, and Twilight could see again. Chrysalis fell to the floor, exhausted from using so much magic. Twilight went up to her first, and smiled.

"That took a lot just to save me. But I can handle the rest. A simple awakening spell should help Pinkie,"

"No…" Chrysalis said weakly. Twilight turned to Chrysalis, who shakily got up.

"Why not?"

"Sombra's magic is too advanced. Only I know how to…deal with him," Chrysalis fell to her knees and looked at Twilight. "Your friend is in eternal slumber. And only modern magic or…love can wake her up,"

"What do you mean?"

"I was Sombra's wife for quite some time. I taught him…pony tales and magic within them. They were hard to conjure but we both had fun casting them. Little did I know he would put it to his advantage, all the stuff we learned and I taught, and use it against me. It gave me another reason to hate love, but I realized it helps you grow stronger,"

"What I want to know is how I can wake Pinkie Pie. If we gather the elements, Sombra can-"

"Did I not say modern magic and love can cure Sombra's spell?"

"So then how did you-"

"I know spells, but it'll take too much time to teach you. Listen. We need Fluttershy. If we don't get Fluttershy, she can't help me earn about friendship, love and respect. I know I can't go looking for it. It has to come to me. So tell me, Twilight Sparkle. Have I gained any love or respect from you?" Chrysalis asked nicely. A strong wind blew into the room, and Angel Bunny slammed the windows shut. Twilight fixed her mane.

"I…I guess you do. I thought you were evil, but I know you're good. If you hadn't helped me, I wouldn't have lived…thank you,"

A strong power emerged in Chrysalis, and she stood up strong.

"Wow, this power. I grow stronger now. At first it was only Fluttershy who made me strong. Now it's both you and her,"

"So what's your deal?"

"Changelings used to be fueled on love they had, but a time came when they no longer had it…a story I can't tell over and over again, I'm sorry. But I can fix everything. All I need is the right materials, and we can get this started,"

"Okay. But I need to know one thing first,"

"What?"

Before Twilight said a word, the windows crashed open again.

"AAAAAAHHHHH!"

"That sounded like Fluttershy!" Both ponies said in unison.


	7. Chapter 7

Chrysalis and Twilight ran as quick as they could to where they heard the sound. Smoke was everywhere, and changelings descended on the scene, picking up a limp Fluttershy from the ground. Both Chrysalis and Twilight coughed hard from the smoke.

"This smoke…it's different!" Chrysalis said as she began to lose her grip on reality. She began to see things. She saw Sombra taking over Equestria. She saw everypony who retaliated against him die. She saw a war…without end.

"Chrysalis! Chrysalis, snap out of it!" Twilight said as she shook the changeling queen up. When she awoke the smoke had cleared, and all the changelings from before were gone.

"What…what happened?" Chrysalis asked. Twilight nodded her head when she gestured over to Fluttershy, who lay on the ground limply. It seemed as though the pegasus was lifeless. Chrysalis walked over to Fluttershy and gritted her teeth.

"They took Fluttershy," Chrysalis said sadly. Twilight gasped.

"But she's right here!"

"This is but a changeling. Show your true form, traitorous servant," The queen demanded. At that, magic surrounded the pegasus and it transformed back to the changeling it was before. It hissed and Chrysalis used her magic to trap it in midair.

"Speak now and I might spare you,"

"Chrysalis-"

"Hush, Twilight. Tell me, fool. What is my ex up to?"

The changeling hissed and chuckled.

"Sombra is going to take over Equestria! There's nothing you can do to stop him. He'll rip the foundations of ponies' minds and make them his loyal, good-for-nothing servants. He'll kill you and your little new friend there as well," It said evilly, a hiss with each word. Chrysalis threw the changeling hard into a thorn bush and took him out roughly.

"That's not what I asked. What is he up to? Why did he take Fluttershy?"

"They can talk?" Twilight gasped. Chrysalis looked back, and Twilight sheepishly giggled. "Right. Hush. Sorry,"

"Now where was I? Oh, yes? Answer those questions and I might spare you," Chrysalis said with a hiss in her voice.

"You used to be strong. Now you're weak. Even if you had the power of every princess on your side with friendship you couldn't beat him,"

Chrysalis hissed angrily at the changeling and used magic to pin it to a tree. She used her magic to create green fire that surrounded and spread slowly to him.

"Answer me or die!"

"I'd rather stay quiet and leave the rest to you,"

"Chrysalis, this is going to too far! Don't kill him!" Twilight shouted. Chrysalis turned angrily to Twilight.

"Aren't you mad that he took your best friend?! Fluttershy was the first I had and they took her from me! My own kind turned on me! He's less than a problem after I kill him!"

"That's true. I may be mad, but I'm not angry enough to force somepony to death for answers! It's not worth it! You're doing what they want you to do! You said you were stronger…prove you're stronger than him! Don't kill him! The one that shows mercy is stronger than the one that kills recklessly!"

Chrysalis realized Twilight was right. With a single flash of her horn, everything returned to normal. The thorns making the changeling bleed slowly disappeared, and he fell to the soft grass.

"Well done…for a stupid queen," The changeling smirked.

"Argh!" Chrysalis angrily shouted. She shot a magic that put him in a bubble. He was moving his mouth, but nopony heard a thing. The changeling queen sighed and turned to Twilight.

"You don't have to be upset. You just did the right thing,"

"I want to know why they took Fluttershy…I need to know,"

xxxxxxxxxxxxxxxxxxxx

Fluttershy awoke slowly. She felt so tired. Her limbs had fallen asleep, and the world was spinning around her. She felt heat rush to her face, like she was hanging upside down, or on top of a volcano. When she opened her eyes wide, she gasped.

"Oh, dear," Fluttershy found herself hanging on top of a lava-filled pit. She screamed and hollered. "Please, no! No, no, no! I don't want to die, please! Somepony help!"

"Nopony is going to come save you…at least with my evil black fog surrounding this castle," A stallion voice said with an evil chuckle. Fluttershy looked to see none other than King Sombra, ancient evil king of the Crystal Kingdom. Changelings filled the entire area like ponies at a stadium.

"You're a real meanie for betraying your own wife!"

"Thanks. I take that as a compliment. It's not easy trying to trick somepony into being your fool,"

"Why did you take me? It has to be more than just…" Fluttershy gulped and whimpered. "_Killing me,_" Fluttershy whispered terrified. Sombra laughed.

"You're smarter than you look. You pose as my greatest threat. Your mind doesn't work the same as other ponies. Instead of your mind being lost and destroyed by my fog…something else happens. You lose your memory, little by little. It intrigues me really, because even though you might forget who you are, you can still retaliate against me,"

A changeling hit Sombra's hoof.

"I don't think she can fight you or pose a threat, sir. She's…I don't know. She seems like a wimp to me,"

Sombra laughed wildly.

"My servant here says you don't look like you pose a threat! Take him and kill him, would you boys?"

"W-what? No!"

Five changelings grabbed a part of him and flew out a window. They hissed as they left.

"You're just a big meanie! Who kills their own servants?"

"I kill them if they aren't of use. After all, there's just so many more of them than this. There's thousands of them now, thanks to Chrysalis. So as I was saying, you pose a threat. Even though you may be a wimp now, there will come a time when you truly forget who you are, and you will have the will to retaliate against me for seeing how I'm such an evil ruler,"

Fluttershy gasped and gritted her teeth.

_He did not just call me a wimp! I'll show him and use the stare!_

"I. Am. Not. A. WIMP!" Fluttershy angrily used the stare on Sombra, who couldn't look away. Fluttershy's stare immediately took effect, and Sombra gulped. Her stare had new skills, and it made Sombra stumble back to a button that unlocked the chains on Fluttershy. Changelings angrily flew up at her, and she smirked.

"Just try getting me!" Fluttershy felt fear leave her, as she no longer knew what it was. Sombra was right…her memory of fear was gone. Fluttershy used her stare at the wide radius she was at, and slowly made her way to the nearest window.

"That's right! Now attack your leader!"

At that, a magic wave burst, sending several changelings out the windows and made them hit the floor hard. Sombra let out a burst of magic at Fluttershy and she gasped. The world became black to her as she stopped flapping her wings and fell to the ground with a thud. Sombra walked up to her and gritted his teeth.

"I guess you are more trouble…but there has to be a way to use you…maybe killing you isn't the way to go,"


End file.
